UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA
April 12, 1962
MANVILLE BOILER CO., Inc.
COLUMBIA BOILER COMPANY OF POTTSTOWN, Inc.; Harriet I. Boarman and Provident Tradesmens Bank and Trust Company, as Executors of the Last Will of Frank I. Boarman, Deceased; and Harry J. Loughney
The opinion of the court was delivered by: DUSEN
AND NOW, April 12, 1962, after consideration of the foregoing Motion, the briefs of counsel (Documents Nos. 55, 56 and 57), and the record, IT IS ORDERED that plaintiff's Motion For Summary Judgment (Document No. 42) is DENIED.
This Motion has been previously discussed in a Memorandum filed January 23, 1962, 204 F.Supp. 385 (Document No. 59). It has been determined by Order filed this day, 204 F.Supp. 389, on the issue of alleged control by defendants of Civil Action No. 1964 in the United States District Court for the Eastern District of Virginia, that the defendants are not bound by the decision in Manville Boiler Co. v. Columbia Boiler Co. of Pottstown, 269 F.2d 600 (4th Cir. 1959). This court has further examined the authorities cited to it by plaintiff for its position that, regardless of control, res judicata should apply because defendants are in privity with Columbia-Virginia.
It is plaintiff's contention that the corporations are so closely connected that they are in actuality one operation and should be treated as such. Although there is little doubt that Columbia-Virginia and Columbia-Pottstown are close corporations,
the record does not justify piercing the corporate veil which was preserved by the Court of Appeals for the Fourth Circuit.
The authorities to which plaintiff has referred the court on this point to not contain facts which are sufficiently similar to those which are found in this record. Although it is not decisive, it is noted that Columbia-Virginia and Columbia-Pottstown did not have the parent-subsidiary relationship which was involved in the cases cited by plaintiff.
Also, the record here does not indicate that Columbia-Virginia engaged exclusively in selling Pottstown's products.
Although the manner of Mr. Wobensmith's billing for his services may well indicate that he considered the two corporations to be part of one organization, there is no evidence that the books and records of the corporations were not segregated and that the parties controlling them did not treat them separately. If the rule of such cases as the Hart case, supra (cf. Cannon Mfg. Co. v. Cudahy Co., 267 U.S. 333, 45 S. Ct. 250, 69 L. Ed. 634 (1925)), is to be expanded to this situation, such action should be taken on the basis of a record made after a trial, rather than on a Motion For Summary Judgment.